Rise of the Changelings
by TRikiD
Summary: "The world is full of deception, little ones, and we Changelings are the physical embodiment. In order for us to defeat our enemies and conquer all of Equestria, we must use our powers of bringing our foes close—and then betray them when they least expect it."
1. Chapter 1 - Tea with the Changelings

Rise of the Changelings

Chapter 1 - Tea with the Changelings

 _I remember pushing my egg open, pushing so hard that it split perfectly in two. As soon as I took my first breath in, my stomach churned with hunger. I needed to feed. But being a larvae only a few seconds old, I didn't have a clue what to eat or where to get food._

 _And then SHE appeared. My mother. Everyone's mother. Queen Chrysalis. She was taller than a skyscraper in Manehatten, at least that's what I thought as I little larvae, her mane as green as mucus, her eyes as hypnotizing as a snake's, and a voice as determined as a queen should be._

 _Like the rest of us, her limbs were all punctured with unappealing holes. I didn't understand why she didn't pay any mind to them then. She soon scooped me up with her magic and brought me to her face._

 _"_ _Look at you. You're as strong and handsome as your father, General Thorax lll. And now, you will follow in his footprints and carry on his legacy of the best of the best of my subjects." My queen's voice was the first thing I ever remember hearing, and I can't imagine a more blissful sound to be greeted with after being born. "The world is full of deception, little ones, and we Changelings are the physical embodiment. In order for us to defeat our enemies and conquer all of Equestria, we must use our powers of bringing our foes close—and then betray them when they least expect it."_

 _At first, I didn't know what she was talking about—but there was something about it that just fueled the hunger and anger inside me. I didn't even know what I was angry for. My queen seemed to notice my growing intensity, as she looked down at me again and smirked when she saw me hungrily licking my chops._

 _"_ _Yes, that's right, Thorax lV. There is a reason you are beginning your training far sooner than your fellow Changelings, for when your training is finally complete, you will be my second in command." Again, my rage flared and I couldn't help but grin with determination, and that made my queen smile once more. "Just remember, Thorax lV—as a Changeling, you must always do_ _anything_ _to make your enemy trust you."_

* * *

Captain Golden Heart of Princess Celestia's castle was patrolling the main halls that lead to the royal sisters rooms with two other guards. He had been co-captain of the Canterlot guard, but he was promoted to captain when Shining Armor became prince of the Crystal Empire. He may have just been a guard, but Princess Celestia and Princess Luna had been great friends with Golden Heart for a while.

It was late in the evening, Princess Luna was raising the moon to begin the night by now, and Golden Heart would soon have to join the second fleet of guards to begin their nightshift.

"You are dismissed, Lieutenant," Golden Heart informed the higher ranking guard.

"Yes, Captain," the lieutenant saluted firmly before he and the other guard turned to leave. But just as the other soldiers left, something stopped them and Golden Heart in their tracks. A strange buzzing noise seemed to be surrounding them, echoing off the walls of the castle, but none of them could tell where it was coming from.

"Captain?" lieutenant demanded.

"Stand your ground, Men," Golden Heart instructed firmly.

Just as he said that, three shadowy figures could slowly be seen approaching from down the hall. The buzzing also grew louder as they came closer, so the guards immediately assumed they were the source of the irritating noise. It wasn't before they could make out wings on the strange figures, but they flapped way too fast to be a Pegasus, and the buzzing was a definite red flag as well.

But soon, the three figures landed and slowly stepped into the rising light of Princess Luna's moon. The guards' nerves all unclenched from the anticipation when they realized it was just a trio of the recently reformed Changelings…but that still didn't explain what they were doing in Canterlot at this hour.

"State your business," Golden Heart demanded.

"Our sincerest apologies, Captain Golden Heart. King Thorax sent us to present a peace offering to Princess Celestia," one of the Changelings explained, smiling politely like the other two.

"That's no excuse for not using the castle's main entrance. I'm sorry, but I'm going to have to have you three leave the premises. And if you don't follow orders, I will have my men _escort_ you if need be," Golden Heart warned.

"We completely understand, Captain. We won't cause you anymore trouble," another Changeling began, but then he and the other two began fluttering their wings, "Just one more thing before we go…"

"What is it?" Golden Heart questioned.

But when he expected a verbal answer, all he received was an unexpected act. The three Changelings grinned evilly and used their magic to grasp the guard's throats tightly and preventing them from calling for help.

They continued to hold the guards in a deathly hold, and they never loosened their grip until the first two guards finally stopped struggling; their eyes rolled into the back of their heads and blood leaked from their nostrils and mouth, letting the Changelings drop their lifeless bodies to the ground.

But Golden Heart was much stronger and resilient, and he lasted much longer. But even he knew he was running out of air fast.

"Why…are you…?" was all Golden Heart could choke up between strained gasps, and the Changelings still understood.

"Don't you know, Golden Heart?" the Changeling still holding him began, suddenly changing from a colorful creature and taking the form of the said captain, "The world is full of deception, and we Changelings are the physical embodiment."

The real Golden Heart was just barely able to see the other two Changelings take the form of the other guards, but his vision was already very blurred and his face was turning deep purple. Before long, all he could see was darkness. And once he was gone, his still corpse was dropped like a brick, too.

The three Changelings grinned at each other, for they knew it was just beginning.

* * *

Spike was in the kitchen preparing tea one afternoon, albeit still trying to get accustomed to the much grander kitchen compared to the more humble one in the Golden Oaks Library, but the baby dragon managed. He was excited to be preparing tea on this particular day because Twilight had invited Thorax to have tea with them in her castle, and Spike couldn't wait to see his best Changeling friend!

"Hey, Spike. What's got you so excited?"

"You didn't know? We're having Thorax over for tea," Spike informed Twilight's pupil while pulling the steaming pot from the stove top.

"Really? Any special occasion?" Starlight Glimmer asked with a quirked brow.

"Nope. Just a free day for us all, so we figured we'd enjoy it together," Spike replied with a smile, "You gonna join us?"

"Nah. I promised a lunch date with Trixie."

"Well, have fun with that!"

"Thanks, Spike." With that, the light purple Unicorn exited the kitchen, leaving Spike to finish pouring the hot water into three teacups. Once the water mixed with the bags of tea leaves, the baby dragon carefully lifted the platter and stepped backwards from his stool, leaving the kitchen to take the three cups of tea to the map room.

But just before Spike turned into the map room, he suddenly bumped into someone, causing both of them to fall back and spilling the contents of the platter.

"Oh, no! I'm so sorry, Mr. Dragon!" a tiny voice frantically apologized.

"Huh?" Spike breathed when he didn't recognize the voice, but he was surprised with what he saw. It was a reformed Changeling, only the size of a filly, and she had the normal green colors and spiked horn of most Changelings, but her wings, eyes and tail were ruby red.

"Are you ok, Mr. Dragon?" the small Changeling whimpered.

"Uh…y-yeah! I'm ok," Spike replied when he finally managed to stop staring at the small Changeling.

"But I made you spill your tea…"

"It's ok, I can make more. No harm, no foul."

"Spike, are you ok?! I heard a crash, and I-oh!" Twilight called as she trotted into the room, but she paused when she saw the filly-sized Changeling, "Who are you, Little One?"

"Wish I knew. She just appeared outta nowhere," Spike informed.

"Could you please tell me your name?" Twilight asked softly, approaching to get a better look at the smaller-than-usual Changeling.

"I'm Thorii, Miss," the young Changeling replied with a smile.

"Well, Thorii, it's very nice to meet you, but how did you get in here?"

"I brought her." The three instantly turned around to find none other than Thorax himself walking into the room. "Spike, Princess Twilight, I'd like you to meet Princess Thorii."

"Princess?" Twilight and Spike asked in unison.

"Yes. Thorii here was the last born female before Chrysalis' escape, making her the next queen of our hive. Most of the Changelings back home were busy, so I thought I'd bring her with me. Is that ok?"

"Of course," Twilight happily informed.

"Guess I better make more tea," Spike sighed jokingly, getting a chuckle out of the others.

* * *

"So, your father was the general, _and_ his name is Thorax?" Twilight asked the new king of the Changelings before sipping at her tea.

"Yup," Thorax chuckled, "I'm the fourth. He and I pretty much came from a long line of the best generals, all of which were second in command."

"Is he still with you?"

"Sadly, no. He passed not too long ago, but just from old age."

"Well, at least he died happy."

"Yeah, he did. And by the way, this tea is really good, Spike!"

"Thanks!" Spike nearly blushed from his Changeling friend's compliment, and then he focused his attention back on the conversation he was having with Thorii, "So, what's it like being a Changeling princess?"

"I dunno. But I'm guessing it's not the same as being as Alicorn pony princess like Miss Sparkle," Thorii replied and pointed over at the said purple Alicorn.

"You're probably right. For one thing, you don't need to marry into the throne."

"What's 'marry'?" Spike choked on his tea, nearly forgetting he was talking to a very young and naïve Changeling.

"U-uh, it's nothin'. You'll understand when you're older," Spike stammered with a shrug.

"Ok, now _I_ get to ask _you_ something!" Thorii cheered and clapped her little hooves.

"What?"

"You asked me what it's like to be a Changeling princess, now I want to know something about you."

"Um, ok. Shoot."

"Shoot what?"

"N-nothing. Just ask me what you wanna know."

"What's it like being a dragon?" Thorii's eyes grew big and sparkly, and she leaned forward in her seat and smiled with curiosity.

"Well…" Spike hummed and tried to think of how to perfectly explain it to a youngling, "It's definitely not the same as being a pony—or a Changeling—for one thing, we breathe fire."

"Ooh, really? How do you do that?"

"There are these two magical stones that sit in the back of our throats; they rub together to create a spark and poof! Fire!"

"I wanna see!" Before Spike could react, the young Changeling suddenly lunged forward and pried his mouth open, pushing her little head deep into his mouth. Despite being only the size of a filly, her hold on Spike's jaws were like that of a pair of pliers.

"Princess Thorii!" Thorax called with a warning tone.

"Sorry, King Thorax!" Thorii immediately pulled herself out of the baby dragon's mouth, and Spike had a little trouble putting his jaws back into place from them being open much wider than usual.

"Sorry…"

"It's ok," Spike told the Changeling princess, "Oh, and we dragons _love_ to eat gems, too."

"Gems? You mean those pretty rocks?"

"Yup. They're delicious."

"Ouch! Don't they hurt your teeth?"

"Nope. Dragons have the strongest teeth in Equestria, and that's what allows us to eat gems. But only the older and tougher dragons can eat the hardest gem of them all: diamonds."

Thorii quirked a brow when she noticed Spike was starting drool. "You dragons certainly are weird."

"Oh, yeah? You Changelings are pretty weird, too." The baby dragon and young Changeling both started laughing at that, knowing they were only joking with each other.

* * *

 **Thorii pronunciation: thor-ee-I**

 **You guys interested in a little Changeling story? I know I am. MUAHAHAHAHAHA!**

 **Until the next chapter, I'm TRikiD, bye-bye!**


	2. Chapter 2 - I'm a Huge Fan

Chapter 2 - I'm a Huge Fan

Thorax had to fly a bit slower than usual for little Thorii to keep up on their journey back to the Changeling Kingdom; it certainly didn't make it easier that night had already fallen since their tea party with Spike and Twilight lasted much longer than they expected.

It all went downhill when Pinkie Pie suddenly stopped by to say hello, and she decided she would invite the rest of the Mane Six over for tea as well. It was nothing but chatting with the six heroes of Equestria and the famous icon of the Crystal Empire from there.

"Ugh! Fly slower, Thorax! I can't go fast enough like this!" Thorii whined while struggling to keep up with Thorax.

"Do you wanna get back home safely or not?" Thorax argued with a sneer.

"Yes, I do!" Thorii grumbled and crossed her arms.

"Then stop complaining—unless you want to blow your cover, _Princess_ _Thorii_."

"A true queen should _never_ be addressed as anything lower—especially when such a title reminds me of those dreaded Alicorns princesses, who always get in my way!"

"They are sickeningly sweet and colorful, aren't they?"

"And just think! If a Changeling were to take their place, the love of their subjects for them would make them unstoppable!"

"But until then, we need to be careful and you need to pull yourself off as a Changeling princess."

"Your Highness!" Thorax and Thorii halted in midair when a lower ranking reformed Changeling came darting through the sky towards them. He stopped in front of them, huffing before bowing his head to Thorii. "Permission to speak, My Queen."

"Permission granted," Thorii simply replied.

"The drones you sent to Canterlot have successfully infiltrated the royal guard."

"And the captain?"

"Killed and replaced, My Queen."

"Good work, Soldier," Thorax added with a satisfied grin.

"Thank you, General," the drone quickly responded, respectfully bowing to Thorax as well.

"Continue to monitor the city of Canterlot, and be careful not to let a single Changeling get caught," Thorax ordered.

"Yes, General. But what should we do once the royal guard is completely taken out?"

"Move on to working closely with the royal pony sisters and monitor the entire city. Once Canterlot is under full surveillance, begin assigning spies to any surrounding towns and villages."

* * *

Vinyl Scratch was returning home from another late night party, a _very_ late at night party. She never minded staying up far past midnight, but she knew this was ridiculous; Octavia certainly wasn't going to be happy with her.

"Wait!" Vinyl turned around when she heard a scratchy voice in the distance, and she was sure no one was following her, especially since she lived far outside of Ponyville.

But to the white Unicorn's surprise, it was a Changeling, which Vinyl was definitely shocked to hear that they were reformed.

"You're Vinyl Scratch, right?" the Changeling asked with a bright smile.

Vinyl nodded.

"Cool! Even when I was still a bad Changeling, I LOVED you're music!" Vinyl couldn't help but smile and blush. "Can I please get your John Hoofcock?"

Vinyl nodded once more, reaching a hoof out to take a quill and paper. "O-oh, I'm sorry! I didn't bring anything to write with _or_ write on! Silly me!"

As the Changeling sheepishly laughed and scratched the back of his head, Vinyl politely smiled and shrugged to signal that she didn't mind.

"Guess I'll have ta go with the next best thing." Vinyl's smile disappeared when she didn't know what the Changeling meant. "I'll just take these!"

Before the DJ pony could react, her trademark sunglasses were engulfed in a shiny green aura, and they were quickly pulled from her eyes and placed over the Changeling's.

The Changeling suddenly took the form of Vinyl before she could ask what he was up to. "I'm a Changeling, Dummy. Deceiving is what I do."

* * *

The next morning, Octavia slowly rose from her bed and stretched a bit, yawning as she approached her bedroom mirror.

"Oh my Celesta! My hair is atrocious!" The brown Earth Pony was not amused with the sight of her messy mane, and she immediately grabbed her hairbrush to get to work on the rat's nest atop her head.

But as she ran her brush through her mane, she heard familiar hooves slowly walking down the hall outside. "You're up early, Vinyl!"

Vinyl Scratch froze in her tracks, completely forgetting who was calling her name for a split second. But she quickly recalled that it was just her roommate, and she walked into the doorway and smiled while waving a hoof.

"Didn't you come home past four last night? You're never up this early, especially after one of your 'nightly raves'," Octavia explained with a confused look, putting air quotes on the last part.

Vinyl just shrugged, making Octavia sigh. "Oh, well. As long as you don't have trouble waking up in the morning, I suppose I shouldn't complain. But allow me to go to the restroom, and we'll start making breakfast, alright?"

The white Unicorn smiled and nodded at her best friend, moving out of the doorway to allow Octavia to get to the bathroom. But when Octavia closed the door behind her, Vinyl removed her glasses with her magic.

"How does she see through these things?" Vinyl growled in annoyance, her voice mildly scratchy and her red eyes flashing green when she squinted to adjust her vision.

* * *

The Cutie Mark Crusaders were leisurely hanging out together in their clubhouse one peaceful afternoon, as a certain thought kept coming to the mind of the only Pegasus amongst the three fillies.

"You know what still confuses me: Changeling wings."

"What about 'em?" Apple Bloom questioned with great curiosity, especially considering how random Scootaloo's question was.

"And isn't that a bit of a, um…I don't know…racial subject?" Sweetie Belle asked reluctantly, unable able to shake the feeling that there was somehow a Changeling nearby to hear this conversation.

"I'm not trying to offend anyone, I'm just saying. Before now, their wings were really small for their full grown size, and even when flapping so fast there were holes in them, too. I'm no expert on mathematics or aerodynamics, but I'm pretty sure flight was impossible for them until now," Scootaloo explained and then shrugged, "I dunno, I'm just curious."

Suddenly, there was a few knocks at the clubhouse door, and the three fillies exchanged confused glances.

"You expecting anyone?" Sweetie Belle asked Apple Bloom.

"No. You?" Apple Bloom asked Scootaloo.

"Nope," Scootaloo replied with a shrug and trotted up to the door, revealing a rather surprising guest.

"Speak a' the devil," Apple Bloom muttered under her breath when she saw none other than a reformed Changeling at their door.

"C-can we help you, Sir?" Scootaloo finally spoke, also hoping this Changeling didn't hear their previous conversation.

"Oh, please, call me Antennon," the Changeling politely corrected, "I was told that I could find a young Pegasus named Scootaloo here?"

"Th-That's me, Mr. Antennon," Scootaloo replied sheepishly, and then pointing a hoof back at her two friends, "These are my friends, Apple Bloom and Sweetie Belle, and we're the Cutie Mark Crusaders."

"Nice to meet you all," Antennon added with a smile.

"So, why'd ya come lookin' fer Scootaloo, anyway?" Apple Bloom inquired.

"Oh, right! Sorry! See, ever since Rainbow Dash epically beat me up during our invasion during Shining Armor and Princess Cadence's wedding, I realized how awesome she was and I became a total fan—even if she was still my enemy at the time. Point is, now that I can actually get to know her without, ya know, angry mobs constantly chasing me, I started asking around for the biggest Rainbow Dash fan. And all suggestions lead me to you, Scootaloo! Now, I can learn even more about her with an even bigger Rainbow Dash fan! Whaddya say?"

"U-um…" was all the young Pegasus could muster, so she looked to her friends for advice. Both of them signaled her over, and she quickly joined them in a huddle.

"Again, not to offend anyone or anything, but am I the only one getting the creeps from that guy?" Scootaloo whispered.

"Oh, c'mon, he's reformed like the others," Apple Bloom quietly protested.

"And besides, the we've never worked with a Changeling before, so this could be our chance to learn more about them and help them with any finding-you-true-talent problems, like we did with Gabby," Sweetie Belle explained with excitement.

"Well…" Scootaloo hummed in deep though before smiling, "I guess it would be pretty cool to have a Changeling in our Rainbow Dash fan club."

With that, the three fillies broke up their huddle and headed to the door, where Antennon had been waiting in awkward silence the whole time.

"Well Antennon, we've decided to help you," Scootaloo proudly announced.

"Awesome!" Antennon cheered and pulled out a quill and notepad, "Start with Rainbow's beginning."

Scootaloo nodded and grabbed a stool, pulling it up under her to begin the story of her idol. "Rainbow Dash was born in the cloudy and weather center of Equestria, Cloudsdale, where her parents, Windy Whistle and Bow Hothoof, raised her during her entire childhood…"

* * *

 **It seems there are a lot of new fans, but it does raise a red flag that they're all Changelings, does it not?**

 **Until the next chapter, I'm TRikiD, bye-bye!**


End file.
